UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

☒   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended September 30, 2018

 

or

 

☐   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from __________________ to __________________

 

Commission File Number 333-187308

 

NANOFLEX POWER CORPORATION

(Exact name of registrant as specified in its charter)

 

Florida		46-1904002
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
17207 N Perimeter Dr., Suite 210
Scottsdale, AZ		85255
(Address of principal executive offices)		(Zip Code)

 

480-585-4200

(Registrant’s telephone number, including area code)

 

Not Applicable

(Former name, former address and former fiscal year, if changed since last report)

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒   No ☐

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒   No ☐

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☒
(Do not check if smaller reporting company)		Emerging growth company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act) Yes ☐  No ☒

 

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 128,476,102 shares of common stock are issued and outstanding as of November 9, 2018.

   

   

   

TABLE OF CONTENTS

 

		Page
PART I.	FINANCIAL INFORMATION
ITEM 1.	FINANCIAL STATEMENTS	1
ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	16
ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	21
ITEM 4.	CONTROLS AND PROCEDURES	21
PART II.	OTHER INFORMATION
ITEM 1	LEGAL PROCEEDINGS	22
ITEM 1A.	RISK FACTORS	22
ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	22
ITEM 3.	DEFAULTS UPON SENIOR SECURITIES	24
ITEM 4.	MINE SAFETY DISCLOSURES	24
ITEM 5.	OTHER INFORMATION	24
ITEM 6.	EXHIBITS	24
SIGNATURES		26

    

    

PART I - FINANCIAL INFORMATION

 

ITEM 1. FINANCIAL STATEMENTS

 

CONTENTS

 

FINANCIAL STATEMENTS		Page
CONSOLIDATED BALANCE SHEETS (Unaudited)		2
CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)		3
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)		4
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)		5

 

  

NANOFLEX POWER CORPORATION

CONSOLIDATED BALANCE SHEETS

(Unaudited)

 

		September 30, 2018				December 31, 2017
ASSETS
Current assets:
Cash		$	12,789			$	61,459
Accounts receivable			295,794				40,490
Unbilled accounts receivable			68,974				27,803
Prepaid expenses and other current assets			24,936				17,448
Total current assets			402,493				147,200
Property and equipment, net			75,403				11,843
Total assets		$	477,896			$	159,043
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities:
Accounts payable		$	2,893,364			$	2,093,693
Accounts payable - related party			1,700				12,372
Accrued expenses			1,629,738				1,352,078
Short-term debt, net of unamortized discounts			1,959,018				1,719,690
Short-term debt - related party			3,020,739				2,496,478
Convertible debt, net of unamortized discounts and deferred financing costs			2,095,991				2,069,208
Advances - related party			179,487				343,680
Total current liabilities			11,780,037				10,087,199
Long term convertible debt, net of unamortized discounts and deferred financing costs			31,164				-
Total liabilities			11,811,201				10,087,199
Stockholders’ deficit:
Common stock, 500,000,000 authorized, $0.0001 par value, 125,484,136 and 67,289,475 issued and outstanding as of September 30, 2018 and December 31, 2017, respectively			12,548				6,729
Common stock payable			17,500				681,625
Additional paid-in capital			221,195,853				205,928,610
Accumulated deficit			(232,559,206	)			(216,545,120	)
Total stockholders’ deficit			(11,333,305	)			(9,928,156	)
Total liabilities and stockholders’ deficit		$	477,896			$	159,043

 

See accompanying notes to unaudited consolidated financial statements.

 

  

NANOFLEX POWER CORPORATION

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

 

		Three Months Ended September 30,								Nine Months Ended September 30,
		2018				2017				2018				2017
Revenue		$	364,768			$	80,807			$	736,676			$	130,787
Cost of services			(364,768	)			(80,807	)			(736,676	)			(167,089	)
Gross loss			-				-				-				(36,302	)
Operating expenses:
Research and development		$	215,316			$	179,021			$	606,838			$	494,692
Patent application and prosecution fees			389,133				251,825				1,242,749				920,144
Selling, general and administrative expenses			323,465				506,953				1,301,917				1,553,535
Legal settlement expense			-				633,292				-				633,292
Total operating expenses			927,914				1,571,091				3,151,504				3,601,663
Loss from operations			(927,914	)			(1,571,091	)			(3,151,504	)			(3,637,965	)
Other income (expense):
Gain on change in fair value of derivative			-				1,669,553				-				8,793,076
Loss on extinguishment of debt			(3,207,451	)			(1,390,177	)			(6,394,187	)			(2,580,177	)
Gain (loss) on settlement of accrued interest			-				-				32,800				(33,600	)
Loss on induced conversion of debt			(3,814,527	)			-				(4,412,952	)			-
Interest expense			(819,192	)			(790,820	)			(2,088,243	)			(2,074,176	)
Total other income (expense)			(7,841,170	)			(511,444	)			(12,862,582	)			4,105,123
Net income (loss)		$	(8,769,084	)		$	(2,082,535	)		$	(16,014,086	)		$	467,158
Loss on reduction of price of warrants			-				-				(5,706,261	)			-
Net income (loss) attributable to shareholders		$	(8,769,084	)		$	(2,082,535	)		$	(21,720,347	)		$	467,158
Net income (loss) per common share:
Basic		$	(0.07	)		$	(0.03	)		$	(0.25	)		$	0.01
Diluted		$	(0.07	)		$	(0.06	)		$	(0.25	)		$	(0.10	)
Weighted average common shares outstanding:
Basic			116,964,013				66,578,958				86,413,769				62,218,336
Diluted			116,964,013				68,840,711				86,413,769				67,659,737

 

See accompanying notes to unaudited consolidated financial statements.

 

  

NANOFLEX POWER CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

 

		Nine Months Ended September 30,
		2018				2017
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss)		$	(16,014,086	)		$	467,158
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Depreciation expense			5,291				4,790
Warrants and options issued as compensation			294,638				273,864
Interest expense of warrants related to conversion of debt			149,599				181,442
Amortization of debt discounts			1,058,463				1,579,108
Loss on extinguishment of debt			6,049,189				2,479,124
Loss on induced conversion of debt			4,412,952				-
(Gain) loss on settlement of accrued interest with stock			(32,800	)			33,600
Common shares issued for services			10,000				-
Gain on change in fair value of derivative liabilities			-				(8,793,076	)
Non-cash portion of legal settlement			-				633,292
Changes in operating assets and liabilities:
Prepaid expenses and other current assets			(7,488	)			9,099
Accounts receivable			(296,475	)			(58,186	)
Accounts payable			799,671				(769,592	)
Accounts payable - related party			(10,672	)			15,645
Accrued expenses			1,025,235				227,643
Net cash used in operating activities			(2,556,483	)			(3,716,089	)
CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of fixed assets			(68,851	)			(11,060	)
Net cash used in investing activities			(68,851	)			(11,060	)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from sale of common shares and warrants			723,781				407,524
Proceeds from exercise of warrants			938,294				-
Subscription proceeds received for common stock and warrants to be issued			17,500				-
Borrowings on related party debt			300,000				800,000
Borrowings on promissory note debt			275,000				1,370,000
Repayments on promissory note debt			(295,000	)			-
Borrowings on convertible debt			1,572,120				1,538,500
Repayments on convertible debt			(790,838	)			(315,790	)
Advances received from related party			8,000				138,500
Advances repaid to related party			(172,193	)			(204,500	)
Net cash provided by financing activities			2,576,664				3,734,234
NET INCREASE (DECREASE) IN CASH			(48,670	)			7,085
Cash, beginning of the period			61,459				2,986
Cash, end of the period		$	12,789			$	10,071
SUPPLEMENTAL CASH FLOW INFORMATION
Cash paid for interest		$	12,310			$	20,870
Cash paid for income taxes		$	-			$	-
NON-CASH INVESTING AND FINANCING ACTIVITIES
Principal and interest converted into common stock			1,099,600				1,038,300
Common shares issued for legal settlement			681,625				-
Common stock and warrants issued for accrued interest			23,200				168,000
Derivative liability for warrants vested			-				93,545
Debt discount on beneficial conversion feature and warrants issued with convertible debt			597,624				1,631,138
Accrued interest roll over to principal per modification			647,043				122,884
Notes modified to common shares issued for cash			400,000				-
Cashless warrant exercises			2,203				-

 

See accompanying notes to unaudited consolidated financial statements.

 

  

NANOFLEX POWER CORPORATION

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

 

1. BACKGROUND, BASIS OF PRESENTATION, AND GOING CONCERN

 

Background

 

NanoFlex Power Corporation (‘we” “our”, the “Company”), formerly known as Universal Technology Systems, Corp., was incorporated in the State of Florida on January 28, 2013. On September 24, 2013, the Company completed the acquisition of Global Photonic Energy Corporation, a Pennsylvania corporation (“GPEC”), pursuant to a Share Exchange Agreement (the “Share Exchange Transaction”). Immediately following the closing of the Share Exchange Transaction, the Company owned 100% of the equity interests of GPEC and GPEC became a wholly-owned subsidiary of the Company. On November 25, 2013, the Company changed its name from “Universal Technology Systems, Corp.” to “NanoFlex Power Corporation” and its trading symbol was changed to “OPVS” on December 26, 2013.

 

GPEC was incorporated in Pennsylvania on February 7, 1994. The Company is organized to fund, develop, commercialize and license advanced photovoltaic technologies that enable thin film solar products with what we believe to be industry-leading efficiencies, light weight, flexibility, and low total system cost.

 

These technologies are targeted at certain broad applications, including: (a) portable and off-grid power generation, (b) building applied photovoltaics (“BAPV”), (c) building integrated photovoltaics (“BIPV”), (d) space vehicles and unmanned aerial vehicles (“UAVs”), (e) semi-transparent solar power generating windows or glazing, (f) ultra-thin solar films for automobiles or other consumer applications and (g) solar powered sensors.

 

We believe these technologies have been demonstrated in a laboratory environment with our research partners. The Company is currently taking steps to pursue product development and commercialization on some of these technologies in collaboration with industry partners and potential customers.

 

Basis of Presentation

 

The accompanying unaudited interim consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America, pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures have been omitted pursuant to such rules and regulations. In the opinion of management, the accompanying consolidated financial statements include normal recurring adjustments that are necessary for a fair presentation of the results for the interim periods presented. These consolidated financial statements should be read in conjunction with our audited consolidated financial statements and notes thereto for the fiscal year ended December 31, 2017 included in our Annual Report on Form 10-K. The results of operations for the three and nine months ended September 30, 2018 are not necessarily indicative of results to be expected for the full fiscal year or any other periods.

 

The preparation of the consolidated financial statements in conformity with U.S. generally accepted accounting principles requires management to make a number of estimates and judgments that affect the reported amounts of assets, liabilities, expenses, and related disclosures. Actual results may differ from these estimates.

 

Certain balances were reclassified from Convertible debt, net of unamortized discounts and deferred financing costs to short-term debt, net of unamortized discounts, net for the year ended December 31, 2017 to conform to the current year presentation.

  

 

Revenue Recognition

 

Adoption of ASC Topic 606, “Revenue from Contracts with Customers”

 

On January 1, 2018, we adopted Topic 606 using the modified retrospective method applied to those contracts which were not completed as of January 1, 2018. Results for reporting periods beginning after January 1, 2018 are presented under Topic 606, while prior period amounts are not adjusted and continue to be reported in accordance with our historic accounting under Topic 605.

 

There was no impact to the opening balance of accumulated deficit or revenues for the nine months ended September 30, 2018 as a result of applying Topic 606.

 

The Company applies a five-step approach in determining the amount and timing of revenue to be recognized: (1) identifying the contract with a customer, (2) identifying the performance obligations in the contract, (3) determining the transaction price, (4) allocating the transaction price to the performance obligations in the contract and (5) recognizing revenue when the performance obligation is satisfied. Substantially all of the Company’s revenue is recognized at the time control of the products transfers to the customer. 

 

The Company generates revenue from our Joint Development Agreements (“JDA’s”) and our ARL contract. R&D engineering services through JDA’s are a core component of the Company’s operations and business model, since they are a necessary prerequisite to obtaining intellectual property licensing agreements with customers. As such, R&D engineering services are expected to be a sustained revenue stream for the Company as it works with additional customers and the services constitute a portion of the Company’s ongoing central operations. The Company has identified the promise to provide engineering services as its performance obligation, which is satisfied over time. The Company has a right to consideration from its customer an amount that corresponds directly with the value to the customer of the Company’s performance completed to date. As allowed by a practical expedient in Topic 606, the entity recognizes revenue in the amount to which the entity has a right to invoice. The term between invoicing and when payment is due is not significant.

 

Due to the fact that the client only has one type of service and only a few customers, disaggregation is deemed unnecessary.

 

Going Concern

 

The Company has generated limited revenue to date. The Company has a working capital deficit of $11,377,544 and an accumulated deficit of $232,559,206 as of September 30, 2018. The ability of the Company to continue as a going concern is dependent on raising capital to fund ongoing operations and carry out its business plan and ultimately to attain profitable operations. Accordingly, these factors raise substantial doubt as to the Company’s ability to continue as a going concern. The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts of and classification of liabilities that might be necessary in the event the Company cannot continue in existence. To date, the Company has funded its initial operations primarily by way of the sale of equity securities, convertible note financing, short term financing from private parties, and advances from related parties.

  

Fair Value

 

ASC 820 Fair Value Measurements and Disclosures (“ASC 820”) defines fair value, establishes a framework for measuring fair value and enhances disclosures about fair value measurements. It defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The standard describes three levels of inputs that may be used to measure fair value:

 

Level 1: Observable inputs such as quoted prices (unadjusted) in active markets for identical assets or liabilities.

 

Level 2: Inputs other than quoted prices that are observable for the asset or liability, either directly or indirectly. These include quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities that are not active; and model-driven valuations whose inputs are observable or whose significant value drivers are observable. Valuations may be obtained from, or corroborated by, third-party pricing services.

 

 

Level 3: Unobservable inputs to measure fair value of assets and liabilities for which there is little, if any market activity at the measurement date, using reasonable inputs and assumptions based upon the best information at the time, to the extent that inputs are available without undue cost and effort.

  

The following table sets forth a reconciliation of changes in the fair value of financial assets and liabilities classified as Level 3 in the fair value hierarchy:

 

		Significant Unobservable								Significant Unobservable
		Inputs								Inputs
		(Level 3)								(Level 3)
		Three Months Ended September 30,								Nine Months Ended September 30,
		2018				2017				2018				2017
Beginning balance		$	-			$	4,955,163			$	-			$	11,985,141
Change in fair value			-				(1,669,553	)			-				(8,793,076	)
Additions reclassified from equity			-				-				-				93,545
Ending balance		$	-			$	3,285,610			$	-			$	3,285,610

 

Recent Accounting Pronouncements

 

In February 2016, the FASB issued ASU No. 2016-02,” Leases” (Topic 842) which includes a lessee accounting model that recognizes two types of leases - finance leases and operating leases. The standard requires that a lessee recognize on the balance sheet assets and liabilities for leases with lease terms of more than 12 months. The recognition, measurement, and presentation of expenses and cash flows arising from a lease by a lessee will depend on its classification as a finance or an operating lease. New disclosures to help investors and other financial statement users better understand the amount, timing, and uncertainty of cash flows arising from leases are also required. These disclosures include qualitative and quantitative requirements, providing information about the amounts recorded in the financial statements. ASU 2016-02 will be effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. The Company is currently evaluating the effect its adoption of this standard, if any, on our consolidated financial position, results of operations or cash flows.

 

In May 2016, the FASB issued ASU No. 2016-12, “Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients”, to clarify certain core recognition principles including collectability, sales tax presentation, noncash consideration, contract modifications and completed contracts at transition and disclosures no longer required if the full retrospective transition method is adopted. The effective date and transition requirements for these amendments are annual reporting periods beginning after December 15, 2017, including interim reporting periods therein, and that would also permit public entities to elect to adopt the amendments as of the original effective date as applicable to reporting periods beginning after December 15, 2016. The new guidance allows for the amendment to be applied either retrospectively to each prior reporting period presented or retrospectively as a cumulative-effect adjustment as of the date of adoption.  We have identified changes to our business processes and internal controls relating to contracts and disclosures that are needed upon the adoption of the new guidance. We adopted the new guidance on January 1, 2018, using the modified retrospective method applied to those contracts which were not completed as of that date. See revenue recognition policy above for further details.

 

In May 2017, the FASB issued ASU No. 2017-09, “Compensation—Stock Compensation (Topic 718): Scope of Modification Accounting”, to provide clarity and reduce both (1) diversity in practice and (2) cost and complexity when applying the guidance in Topic 718, Compensation—Stock Compensation, to a change to the terms or conditions of a share-based payment award. The ASU provides guidance about which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting in ASC 718. The amendments are effective for fiscal years beginning after December 15, 2017 and should be applied prospectively to an award modified on or after the adoption date. Early adoption is permitted, including adoption in an interim period. The Company adopted the standard on January 1, 2018 and this amendment did not have a material impact on its consolidated financial statements. 

 

 

2. DEBT

 

Short Term Convertible Debt

 

During the nine months ended September 30, 2018, the Company borrowed an aggregate of $1,414,620, net of original issue discounts and fees of $178,130 under short-term convertible notes payable. As of September 30, 2018, and December 31, 2017, the Company had outstanding short-term convertible notes payable of $2,095,991 and $2,069,208, net of unamortized discounts of $140,096 and $390,687, respectively. The outstanding convertible notes of the Company are unsecured, bear interest between 0% and 12% per annum and mature between November 2018 and August 2019. These notes are convertible at fixed rates ranging from $0.25 - $0.50 per share for the first 180 days. After 180 days or upon default, the conversion rates become variable with prices ranging from 58% - 61% of the lowest sale price of the common stock during the 20 to 25 consecutive trading days prior to the date of conversion. These gave rise to a beneficial conversion feature which is recognized as additional paid in capital and a corresponding debt discount. If warrants were issued with the debt, the Company valued the warrants and recorded the relative fair value as additional debt discount.

 

During the nine months ended September 30, 2018, an aggregate of $19,056 of original issue discounts were added to two convertible notes as a result of the Most Favored Nations Provision triggered by a transaction with another noteholder. In addition, 158,333 warrants to purchase shares of the Company’s common stock were issued with a 10-year term and an exercise price of $1.00 per share. The Company valued the warrants using the black-scholes model and recorded a loss on extinguishment of debt.

 

During the nine months ended September 30, 2018, the Company entered into letter agreements with two convertible noteholders, pursuant to which an aggregate of 4,250,000 warrants and 450,000 shares of the Company’s common stock were issued in exchange for extending the maturity dates of these notes. The warrants have a 10-year term and exercise prices ranging from $0.25 to $0.50 per share. The Company also entered into two letter agreements with one noteholder, pursuant to which $8,782 was added to the principal balance of the loan in exchange for extending the conversion date of the note. The modification of these convertible notes resulted in loss on extinguishment of debt, accrued interest added to principal of $35,000, and an additional $8,782 added to principal, which was included in loss on extinguishment of debt.

 

During the nine months ended September 30, 2018, the Company paid off short-term convertible debt of $790,838. This resulted in a prepayment penalty loss recorded as total loss on debt extinguishment.

 

During the nine months ended September 30, 2018, the Company signed agreements with 15 investors to modify the conversion prices of existing notes from $0.50 to $0.10 and to convert an aggregate amount of $1,099,600 of convertible notes. This increased the number of shares received upon conversion from 2,202,000 to 11,266,000. These transactions met the requirements of, and are being recorded as, an inducement of the conversion of debt. The difference in the fair value of the securities were measured on the dates the signed agreements were received and were recorded as a loss on induced conversion of debt totaling $4,412,952. The full principal balances totaling $1,076,000 with accrued interest of $23,600 were converted into 10,996,000 shares of common stock and 5,000,000 warrants. Upon conversion, the Company accelerated the recognition of all remaining debt discount and also recognized additional interest expense of $149,599 associated with the warrants that were issued upon conversion. This additional warrant expense was immediately recognized as interest expense with an offset to additional paid-in-capital. The conversion of debt on two notes totaling $25,000 was recorded subsequent to September 30, 2018 when the shares were issued.

 

Short Term Convertible Debt - Related Party

 

In October 2017, the Company entered into an agreement with a major shareholder pursuant to which the Company and the major shareholder agreed to convert six previously issued promissory notes issued to the major shareholder upon their specific expiration dates, together with an additional investment amount of $1,000,000, which was received by the Company on October 18, 2017, into a convertible promissory note which totaled $2,496,478. This note has a term of one year and accrues interest at 10% for every four months that it is issued and can be converted at the option of the major shareholder into an investment into the Company’s next offering of its convertible promissory notes and warrants, at a 15% discount thereto. Further, pursuant to this agreement, on October 18, 2017, the major shareholder was issued a warrant, with a ten-year term, to purchase 1,000,000 shares of the Company’s common stock at an exercise price of $0.50. The fair value of the 1,000,000 warrants was $247,586 which was recorded as a loss on extinguishment of debt since the change in value was greater than 10%. This note also gave rise to a beneficial conversion feature which is recognized as additional paid in capital and a corresponding debt discount. The note also contains an additional warrant expense of $1,132,999 associated with the warrants that are to be issued upon conversion, which is to be recognized only upon conversion. During the nine months ended September 30, 2018, accrued interest of $524,261 was added to principal pursuant to the agreement.

 

 

As of September 30, 2018, and December 31, 2017, the Company had outstanding short-term related party convertible notes payable of $3,020,739 and $2,496,478, respectively. 

 

Long Term Convertible Debt

 

During the nine months ended September 30, 2018, the Company borrowed $157,500, net of original issue discounts and fees of $17,500, under long-term convertible notes payable. As of September 30, 2018, and December 31, 2017, the Company had outstanding convertible notes payable of $31,164 and $0, net of unamortized discounts of $43,836 and $0, respectively. The outstanding convertible notes are unsecured, have interest rates ranging from 8% to 12% and mature between June 2021 and April 2023. One of the notes is convertible at $0.25 per share for the first 180 days following its issuance, and thereafter at a conversion price equal to 60% of the lowest sale price of the common stock during the 20 consecutive trading days prior to the date of conversion. Two of the notes are convertible at $0.60 per share. These notes also gave rise to a beneficial conversion feature which is recognized as additional paid in capital and a corresponding debt discount.

 

On May 25, 2018, two notes were modified and resulted in the extinguishment of debt, returning the warrants issued with the debt, and issuing an aggregate of one million shares of the Company’s common stock in exchange for the original cash proceeds totaling $100,000. This transaction resulted in a loss on extinguishment of debt. See the common stock and warrants section in Note 3 for more details.

 

Long Term Convertible Debt - Related Party

 

In March 2018, the Company borrowed $300,000 pursuant to a verbal agreement with a major shareholder. The note accrues interest at 8% per year payable in stock the first two years and in cash or stock thereafter, at the shareholders choice, and has a 5-year term. Further, the major shareholder was issued 140,000 shares of common stock and a warrant to purchase 500,000 shares of the Company’s common stock with a 7-year term and an exercise price of $0.60 per share. This note was convertible at $0.60 per share into common stock. The relative fair value of the warrants and the shares issued with debt was recognized as a debt discount and will be amortized over the term of the note.

 

On June 1, 2018, this agreement was modified and resulted in extinguishing the debt, returning the original shares and warrants issued with the note, and issuing three million shares of the Company’s common stock in exchange for the original cash proceeds of $300,000. This transaction resulted in a loss on extinguishment of debt of $459,050. See the common stock and warrants section in Note 3 for more details.

 

As of September 30, 2018, and December 31, 2017, the Company had outstanding long-term related party convertible notes payable of $0.

 

Short Term Non-Convertible Debt

 

During the nine months ended September 30, 2018, the Company borrowed an aggregate of $275,000 under non-convertible notes payable. As of September 30, 2018, and December 31, 2017, the Company had outstanding notes payable of $1,959,018 and $1,719,690, net of unamortized discounts of $0 and $175,311. These notes payable of the Company are unsecured, bear interest between 0% and 12% per annum and mature between January 2019 and June 2019. An aggregate of 350,000 warrants were issued with the notes. The relative fair value of the warrants issued with the debt was recognized as a debt discount and will be amortized over the term of the note.

 

During the nine months ended September 30, 2018, the Company entered into letter agreements with nine non-convertible noteholders, pursuant to which an aggregate of 16,660,000 warrants and 1,950,000 shares of the Company’s common stock were issued in exchange for extending the maturity dates of these notes. The warrants have a 10-year term and exercise prices ranging from $0.25 to $0.50 per share. The modification of these non-convertible notes resulted in accrued interest added to principal of $79,000, an interest payment of $17,500 and an additional $30,000 added to principal which was included in loss on extinguishment of debt. The Company fair valued the common stock and warrants issued and recorded them as loss on extinguishment of debt.

 

 

During the nine months ended September 30, 2018, the Company entered into a letter agreement with a non-convertible noteholder, pursuant to which a $25,000 note was forgiven in exchange for 250,000 shares of the Company’s common stock with a fair value of $47,500. The modification of this non-convertible note resulted in loss on extinguishment of debt.

 

During the nine months ended September 30, 2018, the Company paid off short-term non-convertible debt of $295,000.

 

In summary, total debt discount due to beneficial conversion feature and common stock and warrants issued with debt was $597,624 and $1,631,138 for the nine months ended September 30, 2018 and 2017, respectively. All debt discounts are being amortized over the term of the notes. Total amortization of the debt discounts on all debt was $1,058,463 and $1,579,108 for the nine months ended September 30, 2018 and 2017, respectively. Total loss on extinguishment of debt from promissory, convertible and related party notes was $6,049,189 which excludes $344,998 of loss due to cash payoff prepayment penalties.

 

Advances – Related Party

 

During the nine months ended September 30, 2018, the Company received advances from its Chief Executive Officer totaling $8,000, and repaid advances totaling $172,193.  During the nine months ended September 30, 2017, the Company received advances from its Chief Executive Officer totaling $138,500, and repaid advances totaling $204,500.

 

As of September 30, 2018, and December 31, 2017, the aggregate outstanding balance of advances to related parties was $179,487 and $343,680, respectively.

   

Derivative Liabilities - Convertible Notes

  

As of January 1, 2017, The Company changed its method of accounting for the debt and warrants through the early adoption of ASU 2017-11 on a modified retrospective basis. The Company reclassified the December 31, 2016, conversion option derivative liabilities balance of $3,156,736 to additional paid in capital and accumulated deficit on its January 1, 2017 consolidated balance sheets. The statements of operations and cash flows for the three and nine months ended September 30, 2017 have not been restated.

 

Accounts Payable - Related Party

 

As of September 30, 2018, and December 31, 2017, there is $1,700 and $12,372, respectively, due to related parties, which is non-interest bearing and due on demand.

 

3. EQUITY

 

Common Stock

 

On January 15, 2018, the Company issued 30,303 shares of its common stock to a consultant pursuant to a consulting agreement. The fair value of the common stock was determined to be $10,000 based on the stock price on January 15, 2018 and was recorded as expense.

 

On February 23, 2018, the Company issued 1,750,000 shares of its common stock related to the settlement with John Kuhns. The fair value of the common stock was determined to be $681,625 based on the stock price on August 29, 2017, which was the original grant date. See Note 5 for details.

 

In March 2018, the Company issued 112,000 shares of the Company’s common stock to certain note holders in exchange for accrued interest of $56,000. The fair value of the common stock was determined to be $23,200 and resulted in a gain on settlement of accrued interest of $32,800.

 

 

On March 5, 2018, the Company issued 140,000 shares of the Company’s common stock to a related party pursuant to a letter agreement. The relative fair value of the common stock was determined to be $25,040 and is recorded as a debt discount. On June 1, 2018, this agreement was modified and resulted in extinguishing the associated debt, cancelling the original shares and warrants, and issuing three million shares of the Company’s common stock in exchange for the original cash proceeds of $300,000. This transaction resulted in a loss on extinguishment of debt.

 

On April 23, 2018, the Company issued an aggregate of 50,000 shares of the Company’s common stock to two investors pursuant to a letter agreement. The relative fair value of the common stock was determined to be $8,894 and is recorded as a debt discount. On March 25, 2018, these agreements were modified and resulted in extinguishing the associated debt, cancelling the original shares and warrants, and issuing an aggregate of one million shares of the Company’s common stock in exchange for the original cash proceeds of $100,000. This transaction resulted in a loss on extinguishment of debt.

 

During the nine months ended September 30, 2018, the Company entered into various letter agreements with investors to modify existing debt agreements on both convertible and non-convertible debt. These modifications resulted in the issuance of an aggregate of 2,650,000 common shares with an aggregate fair value of $572,425. See Note 2 for details of these transactions.

 

During the nine months ended September 30, 2018, the Company issued an aggregate of 10,996,000 shares of its common stock related to the conversion of $1,076,000 of principal and $23,600 accrued interest expense on convertible notes.

 

During the nine months ended September 30, 2018, the Company issued 7,237,810 shares of the Company’s common stock at $0.10 per share in exchange for proceeds of $723,781.

 

During the nine months ended September 30, 2018, the Company issued an aggregate of 9,382,942 shares of its common stock related to the exercise of 9,382,942 warrants in exchange for cash proceeds of $938,294. Additionally, an aggregate of 19,992,079 warrants were modified to reduce the exercise price to $0.10 per share by a ratchet adjustment or debt modification resulting in the issuance of 6,900,000 additional warrants. A total of 28,227,853 warrants were exercised cashlessly resulting in the issuance of 22,035,606 common shares. This resulted in a reclassification of $2,203 from additional paid in capital to common stock.

 

Stock Options

  

A summary of stock option activity during the nine months ended September 30, 2018 is as follows:

  

										Weighted
						Weighted				Average
						Average				Remaining
		Number of				Exercise				Contractual
		Shares				Price				Life (years)
Outstanding at December 31, 2017			215,000			$	0.65				9.0
Granted			-				-
Exercised			-				-
Forfeited			(65,000	)			0.90
Outstanding at September 30, 2018			150,000			$	0.54				8.3
Exercisable at September 30, 2018			46,000			$	0.53				7.8

 

Stock option awards are expensed on a straight-line basis over the requisite service period. During the three months and nine months ended September 30, 2018, the Company recognized expense of $9,892, and $30,480, respectively, associated with stock option awards. During the three and nine months ended September 30, 2017, the Company recognized expense of $7,892, and $22,502, respectively, associated with stock option awards. At September 30, 2018, future stock compensation expense (net of estimated forfeitures) not yet recognized was $72,328 and will be recognized over a weighted average remaining vesting period of 2.1 years.

 

 

The intrinsic value of the Company’s stock options outstanding was $0 at September 30, 2018.

 

Warrants

 

Employee Warrants

 

On September 1, 2015, the Company entered into an Employment Agreement (the “Employment Agreement”) with Mark Tobin in his capacity as the Company’s Chief Financial Officer. Pursuant to the Employment Agreement, on September 1, 2015 the Company issued Mr. Tobin warrants to purchase 1,500,000 shares of the Company’s common stock at $1.00 per share (the “Warrant Shares”). The fair value of the warrants was determined to be $2,835,061 using the Black-Scholes option pricing model. 375,000 of the Warrant Shares vested on September 1, 2015, an additional 375,000 warrant shares vested on the first anniversary date of the Employment Agreement. On May 15, 2017, Mr. Tobin terminated his employment with the Company. On May 15, 2017, the Company entered into an agreement with Mr. Tobin allowing his third tranche of 375,000 Warrant Shares to vest on September 1, 2017 in exchange for consulting services. The remaining fourth tranche of 375,000 warrants were forfeited upon termination of the Employment Agreement. The agreement contains an anti-dilution provision and therefore the exercise price was reset to $0.50 per share during the year ended December 31, 2017. Warrant expense of $60,087 and $334,696 was recognized during the three and nine months ended September 30, 2017. In addition, $380,548 of expense was reversed during the quarter ended June 30, 2017 related to the forfeited warrants.

  

On May 18, 2017, the Company entered into an Employment Agreement (the “Employment Agreement”) with Ron DaVella in his capacity as the Company’s Chief Financial Officer. Pursuant to the Employment Agreement, on May 18, 2017 the Company issued Mr. DaVella warrants to purchase 1,800,000 shares of the Company’s common stock at $0.50 per share (the “Warrant Shares”). The fair value of the warrants was determined to be $743,416 using the Black-Scholes option pricing model. 450,000 Warrant Shares vested on May 18, 2017 and 450,000 additional warrant shares vested on May 18, 2018. An additional 450,000 warrant shares will vest on the second anniversary date of the Employment Agreement, and, an additional 450,000 warrant shares will vest on the third anniversary date of the Employment Agreement. Warrant expense of $38,720 and $193,598 was recognized during the three and nine months ended September 30, 2018, respectively. Warrant expense of $85,183 and $299,432 was recognized during the three and nine months ended September 30, 2017, respectively.

  

Total warrant expense for employee warrants of non-forfeited tranches was $38,720 and $193,598 for the three and nine months ended September 30, 2018, respectively. Total warrant expense for employee warrants of non-forfeited tranches was $145,270 and $634,128 for the three and nine months ended September 30, 2017, respectively.

 

Non-Employee Warrants

 

On November 4, 2015, the Company entered into an amendment to the Independent Contractor Agreement (the “Amendment”) with a service provider pursuant to which the service provider is to be issued warrants to purchase 2,400,000 shares of the Company’s common stock at $1.00 per share (the “Warrant Shares”). 1,200,000 of the Warrant Shares vested on November 4, 2015, an additional 600,000 Warrant Shares vested on November 4, 2016, and an additional 600,000 Warrant Shares vested on November 4, 2017. The fair value of the first 1,200,000 Warrants Shares was determined to be $1,115,964 using the Black-Scholes option pricing model and was recognized as expense during the year ended December 31, 2015. The fair value of the 600,000 Warrant Shares that vested November 4, 2016 was determined to be $559,900 and was recognized as expense during the year ended December 31, 2016. The fair value of the 600,000 Warrants Shares that vested November 4, 2017 was $183,660 and was recognized as expense during the year ended December 31, 2017.  Warrant expense of $34,827 and $143,136 was recaptured during the three and nine months ended September 30, 2017.

 

On May 13, 2016, the Company entered into an agreement with a service provider pursuant to which the service provider is to be issued warrants to purchase 1,000,000 shares of the Company’s common stock at $1.00 per share (the “Warrant Shares”). 500,000 of the Warrant Shares vested on May 13, 2016, 250,000 warrant shares vested on May 13, 2017, and an additional 250,000 Warrant Shares vested on May 13, 2018. The fair value of the first 500,000 Warrant Shares was determined to be $388,888 using the Black-Scholes option pricing model and was recognized as expense and as derivative liabilities during the year ended December 31, 2016. The fair value of the first 250,000 Warrant Shares was determined to be $93,545 using the Black-Scholes option pricing model of which $52,457 of expense was recaptured during the year ended December 31, 2017. The fair value of the last tranche of 250,000 Warrant Shares was determined to total $74,974 as of May 13, 2018 using the Black-Scholes option pricing model of which $0 and $4,576 of expense was recognized during the three and nine months ended September 30, 2018, respectively. The agreement contains an anti-dilution provision and therefore the exercise price was reset to $0.50 per share during the year ended December 31, 2016 and reset to $0.10 per share during the three months ended June 30, 2018.

 

 

On May 8, 2018, the Company issued 300,000 warrants pursuant to a letter agreement in exchange for services. The fair value of the warrants was determined to be $65,984 and was expensed during the three months ended June 30, 2018.

 

The Company expensed a total of $0 and $70,560 for warrants issued to non-employees for services provided during the three and nine months ended September 30, 2018, respectively.

 

During the nine months ended September 30, 2018, the Company issued 350,000 warrants for the Company’s common shares with a strike price of $0.50 per share, with promissory notes of $100,000. The relative fair value of the warrants of $46,256 was recognized as a debt discount which is being amortized on a straight-line basis over the term of the notes. The Company recognized interest expense of $11,637 and $46,256 associated with the amortization of debt discount on the notes and warrants issued during the current year for the three and nine months ended September 30, 2018, respectively. 

 

During the nine months ended September 30, 2018, the Company issued an aggregate of 2,228,333 warrants with eleven convertible notes totaling $1,238,000. The relative fair value of the warrants was determined to be $425,127, which was recognized as a discount to the debt. These notes also gave rise to a beneficial conversion feature of $126,266, which is recognized as additional paid in capital and a corresponding debt discount. All debt discounts are being recognized on a straight-line basis over the term of the notes. Amortization expense was $144,445 and $307,224 for the three and nine months ended September 30, 2018, respectively.

 

During the nine months ended September 30, 2018, the Company issued an aggregate of 21,068,333 warrants to purchase the Company’s common stock in conjunction with debt modification agreements. The warrants have a 10-year term and exercise prices ranging from $0.10 to $1.00 per share. The fair value of the warrants was determined to be $4,904,446 using the Black-Scholes option pricing model which was recognized as loss on extinguishment of debt, along with the common stock issued for debt modification (as disclosed in the common stock section).

 

During the nine months ended September 30, 2018, the Company issued a total of 5,000,000 warrants to purchase the Company’s common stock in relation to the conversion of debt. These warrants have a strike price of $0.10 per share and a five-year term. See additional details in Note 2.

 

During the nine months ended September 30, 2018, the Company cancelled 500,000 warrants due to a debt modification with a major shareholder. The Company recorded a loss on extinguishment. See additional details in the common stock section above.

 

During the nine months ended September 30, 2018, the Company cancelled 83,333 warrants due to debt modifications with two investors. The Company recorded a loss on extinguishment. See additional details in the common stock section above.

 

During the nine months ended September 30, 2018, an aggregate of 9,382,942 warrants were exercised at $0.10 per share in exchange for cash proceeds of $938,294, resulting in the issuance of 9,382,942 common shares. A total of 28,227,853 warrants were exercised cashlessly resulting in the issuance of 22,035,605 common shares. Additionally, an aggregate of 19,992,079 warrants were modified to reduce the exercise price to $0.10 per share by a debt modification resulting in the issuance of 6,900,000 additional warrants. All other terms and conditions remained the same.  The Company determined that this transaction did not constitute a modification under ASC 718-10 or ASC 505-50 as it met the scope exceptions for a transaction with an investor or lender.  Accordingly, no expense was recognized in connection with these transactions. 

 

 

On June 1, 2018, the Company began issuing shares of common stock at $0.10 per share. As of June 1, 2018, the Company had 9,430,333 warrants with price reset provisions. This resulted in the issuance of an additional 23,979,997 warrants due to price reset. The Company also reported a loss on the fair value of $5,706,261 which is shown on the income statement as part of net income (loss) attributable to shareholders. 

 

The following summarizes the warrant activity for the nine months ended September 30, 2018:

  

										Weighted
										Average
						Weighted				Remaining
						Average				Contractual				Aggregate
		Number of				Exercise				Term				Intrinsic
		Shares				Price				(in years)				Value
Outstanding as of December 31, 2017			79,381,367			$	0.51				4.4			$	10,700
Granted			29,282,666				0.32
Warrants issued due to price modification			30,879,997				0.10
Expired			(1,094,441	)			1.12
Exercised			(40,483,746	)			0.10
Outstanding as of September 30, 2018			97,965,843			$	0.44				5.0			$	-
Exercisable as of September 30, 2018			97,065,843			$	0.44				5.0			$	-

 

Derivative Liabilities - Warrants

 

As of January 1, 2017, the Company changed its method of accounting for the debt and warrants through the early adoption of ASU 2017-11. The Company reclassified the December 31, 2016 warrant derivative liabilities balance of $8,828,405 to additional paid in capital and accumulated deficit on its January 1, 2017 consolidated balance sheets. The statements of operations and cash flows for the three and nine months ended September 30, 2017 have not been restated.

 

4. NET EARNINGS (LOSS) PER SHARE

 

		Three Months Ended September 30,								Nine Months Ended September 30,
		2018				2017				2018				2017
Net income (loss)		$	(8,769,084	)		$	(2,082,535	)		$	(16,014,086	)		$	467,158
Loss on reduction of price of warrants			-				-				(5,706,261	)			-
Net income (loss) attributable to shareholders			(8,769,084	)			(2,082,535	)			(21,720,347	)			467,158
Less: decrease in fair value of warrants, net of income tax			-				(1,418,223	)			-				(4,704,395	)
Less: decrease in fair value of convertible debt, net of income tax			-				(343,620	)			-				(2,249,122	)
Less: interest expense - convertible debt			-				16,427				-				-
Loss available to common stockholders			(8,769,084	)			(3,827,951	)			(21,720,347	)			(6,486,359	)
Basic weighted average common shares outstanding			116,964,013				66,578,958				86,413,769				63,687,700
Plus: incremental shares from assumed exercise - options			-				-				-				586
Plus: incremental shares from assumed exercise - warrants			-				261,753				-				1,932,044
Plus: incremental shares from assumed conversion - convertible debt			-				-				-				39,407
Plus: incremental shares from assumed conversion - units			-				2,000,000				-				2,000,000
Adjusted weighted average common shares outstanding			116,964,013				68,840,711				86,413,769				67,659,737
Net income (loss) per share:
Basic		$	(0.07	)		$	(0.03	)		$	(0.25	)		$	0.01
Diluted		$	(0.07	)		$	(0.06	)		$	(0.25	)		$	(0.10	)

  

5. COMMITMENTS AND CONTINGENCIES

 

Lease Commitments

 

In November 2013, the Company entered into a 60-month lease agreement for its corporate facility in Arizona. In September 2018, this lease was extended through May 2019. In September 2018, the Company also entered into a 24-month lease agreement for its research facility in Michigan. Total rent expense for the three and nine months ended September 30, 2018 was $34,816 and $88,399, respectively. Total rent expense for the three and nine months ended September 30, 2017 was $18,067 and $81,480, respectively.

 

 

Future minimum lease payments are as follows:

 

2018 (remainder)		$	29,039
2019			65,898
2020			22,500
2021			-
2022			-
Thereafter			-
Total		$	117,437

 

Concentrations

 

All of the Company’s revenue and accounts receivable are currently earned from one customer.

 

Legal Matters

 

As reported in the Company’s prior filings, and specifically as described in the Company’s quarterly report for the quarter ended June 30, 2017, which was filed with the SEC on August 9, 2017, the Company was a party to a lawsuit in the United States District Court Southern District of New York, which was brought by John D. Kuhns. The parties have settled the matter. Pursuant to the settlement, all claims against the Company have been dismissed in exchange for issuing Mr. Kuhns 1,750,000 shares of the Company’s Common Stock and a promissory note for $125,000. This resulted in a loss on settlement of $633,292 recognized during 2017. The common stock was issued on February 23, 2018. The $125,000 note and accrued interest of $11,139 was paid off on June 20, 2018.

 

6. SUBSEQUENT EVENTS

 

In October and November 2018, the Company issued an aggregate of 2,191,966 shares of its common stock related to the exercise of 2,191,966 warrants and received cash proceeds of $219,197.

 

In October 2018, the Company signed an agreement with an investor to modify the conversion price on an existing convertible note from $0.50 to $0.10 and to convert the note that has a balance of $25,000. This increased the number of shares received upon conversion from 50,000 to 250,000. This transaction met the requirements of, and, and is being recorded as, an inducement of the conversion of debt. The investor converted the principal of $25,000 and accrued interest of $2,000 upon modification into 270,000 shares and pursuant to this agreement, exercised 150,000 warrants in exchange for $15,000, resulting in the issuance of 150,000 shares.

 

In October 2018, convertible notes totaling $50,000 with accrued interest of $4,000 were converted into 540,000 shares of the Company’s common stock.

 

In October 2018, the Company entered into a letter agreement with a non-convertible noteholder, pursuant to which $12,500 of accrued interest was added to the principal balance in exchange for extending the maturity date of this note.

 

In October 2018, the Company entered into a letter agreement with a non-convertible noteholder, pursuant to which a $25,000 note with $1,000 of accrued interest, was forgiven in exchange for 260,000 shares of the Company’s common stock.

  

In October 2018, the Company entered into a consulting agreement pursuant to which 2,000,000 warrants to purchase the Company’s common stock were issued in exchange for consulting services. The warrants have an exercise price of $0.50, a ten-year term and a cashless exercise provision. Upon execution of this agreement, 20% of the warrants will be exercisable and an additional 20% on each one-year anniversary of the agreement for 4 years.

  

In October 2018, the Company received $350,000 cash from a major shareholder which was used to pay off short-term convertible debt of $210,000. The total repaid was $333,123 including prepayment penalties recorded as total loss on debt extinguishment. The terms of the repayment of the $350,000 are still being determined.

 

In November 2018, the Company entered into an amendment with a convertible noteholder, pursuant to which the maturity date and the conversion date were extended in exchange for a cash payment of $31,080.

 

In November 2018, the Company received $100,000 cash from an investor. The terms of the repayment of the $100,000 are still being determined.

 

 

ITEM 2. MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our unaudited consolidated financial statements and related notes included in this Quarterly Report on Form 10-Q and the audited consolidated financial statements and notes thereto as of and for the year ended December 31, 2017 and the related Management’s Discussion and Analysis of Financial Condition and Results of Operations, both of which are contained in our Annual Report on Form 10-K for the fiscal year ended December 31, 2017, filed on March 27, 2018.

 

SPECIAL NOTE OF CAUTION REGARDING FORWARD-LOOKING STATEMENTS

 

CERTAIN STATEMENTS IN THIS REPORT, INCLUDING STATEMENTS IN THE FOLLOWING DISCUSSION, ARE WHAT ARE KNOWN AS “FORWARD-LOOKING STATEMENTS,” WHICH ARE BASICALLY STATEMENTS ABOUT THE FUTURE. FOR THAT REASON, THESE STATEMENTS INVOLVE RISK AND UNCERTAINTY SINCE NO ONE CAN ACCURATELY PREDICT THE FUTURE. WORDS SUCH AS “PLANS,” “INTENDS,” “WILL,” “HOPES,” “SEEKS,” “ANTICIPATES,” “EXPECTS” AND THE LIKE OFTEN IDENTIFY SUCH FORWARD-LOOKING STATEMENTS BUT ARE NOT THE ONLY INDICATION THAT A STATEMENT IS A FORWARD-LOOKING STATEMENT. SUCH FORWARD-LOOKING STATEMENTS INCLUDE STATEMENTS CONCERNING OUR PLANS AND OBJECTIVES WITH RESPECT TO THE PRESENT AND FUTURE OPERATIONS OF THE COMPANY, AND STATEMENTS WHICH EXPRESS OR IMPLY THAT SUCH PRESENT AND FUTURE OPERATIONS WILLOR MAY PRODUCE REVENUES, INCOME OR PROFITS. NUMEROUS FACTORS AND FUTURE EVENTS COULD CAUSE THE COMPANY TO CHANGE SUCH PLANS AND OBJECTIVES OR FAIL TO SUCCESSFULLY IMPLEMENT SUCH PLANS OR ACHIEVE SUCH OBJECTIVES OR CAUSE SUCH PRESENT AND FUTURE OPERATIONS TO FAIL TO PRODUCE REVENUES, INCOME OR PROFITS. THEREFORE, THE READER IS ADVISED THAT THE FOLLOWING DISCUSSION SHOULD BE CONSIDERED IN LIGHT OF THE DISCUSSION OF RISKS AND OTHER FACTORS CONTAINED IN THIS REPORT ON FORM 10-Q AND THE COMPANY’S FORM 10-K FILED ON MARCH 27, 2018. NO STATEMENTS CONTAINED IN THE FOLLOWING DISCUSSION SHOULD BE CONSTRUED AS A GUARANTEE OR ASSURANCE OF FUTURE PERFORMANCE OR FUTURE RESULTS.

 

NanoFlex Power Corporation is engaged in the development, commercialization, and licensing of advanced photovoltaic technologies that enable thin film solar products with industry-leading efficiencies, light weight, flexibility, and low total system cost. NanoFlex has the exclusive worldwide license to the intellectual property resulting from the Company’s sponsored research programs, which have resulted in an extensive portfolio of issued and pending U.S. patents, plus their foreign counterparts. The patents are referred to herein as being the Company’s patents or as our “IP”. Building upon the sponsored research, the Company plans to work with industry partners to commercialize its technologies to target key applications where it believes products incorporating its technologies present compelling competitive advantages.

 

These patented and patent-pending technologies fall into two general categories – (1) cost reducing and performance-enhancing fabrication processes and device architectures for ultra-high efficiency Gallium Arsenide (“GaAs”)-based solar thin films and (2) organic photovoltaic (“OPV”) materials, architectures, and fabrication processes for low cost, ultra-thin solar films offering high quality aesthetics, such as semi-transparency and tinting, and highly flexible form factors. The technologies are targeted at certain broad applications that require high power conversion efficiency, flexibility, and light weight. These applications include: (a) portable and off-grid solar power generation, (b) BAPV, (c) BIPV, (d) space vehicles and UAVs, (e) semi-transparent solar power generating glazing or windows (f) ultra-thin solar films for automobiles or other consumer applications and (g) solar powered sensors. The Company believes these technologies have been demonstrated in a laboratory environment with our research partners.   

 

 

The Company currently holds exclusive rights to an extensive portfolio of issued and pending U.S. patents, plus their foreign counterparts, which cover architecture, processes and materials for flexible, thin-film organic photovoltaic (“OPV”) and Gallium Arsenide (“GaAs”)-based solar technologies. In addition, we have an extensive collection of patents in process. Some of our technology holdings include foundational concepts in the following areas:

 

	●	Tandem organic solar cell
	●	Fullerene acceptors
	●	Blocking layers
	●	New materials for visible and infrared sensitivity
	●	Scalable growth technologies
	●	Inverted solar cells
	●	Materials for enhanced light collection via multi-exciton generation
	●	Mixed layer and nanocrystalline cells
	●	Solar films, coatings, or paints
	●	Semi-transparent cells
	●	Ultra-low cost, ultra-high efficiency, flexible thin film GaAs cells
	●	Accelerated and recyclable liftoff process
	●	Cold-weld bonding of GaAs solar cells to plastic substrates and metal foils
	●	Micro-inverters monolithically integrated into GaAs solar cells
	●	Low cost, thermo-formed plastic mini-compound parabolic concentrator arrays

   

Plan of Operation and Liquidity and Capital Resources

 

Overall Operating Plan

 

Our business model is oriented around licensing and sublicensing processes and technologies to large, well-positioned commercial partners who can provide manufacturing and marketing capabilities to enable rapid commercial growth. These manufacturing partners can supply customers directly, from which we expect to receive license royalties. Additionally, these manufacturing partners can also serve as a source of solar cell supply for NanoFlex to provide products to customers on its own through a “fab-less” manufacturing model. We believe this “fab-less” manufacturing model is necessary during the early stages of developing new markets.

 

We have made contact with major solar cell electronics manufacturers and other major companies world-wide and are finding potential commercial interest in both our high efficiency and OPV technologies. We are seeking to work closely with those companies interested in our technology solutions to develop proof-of-concept prototypes and processes to mitigate commercialization risks and gain early market entry and acceptance.

 

We have identified high efficiency thin film solar technologies as our nearest term market opportunity. A key to reducing the risk to market entry of our high efficiency technologies by our partners is for us to demonstrate our technologies on their product designs and fabrication processes through technology transfer, joint development and potential sales of products. To support this joint and product development, we have established our own engineering team and plan to expand this team contingent on our ability to secure sponsored development funding and/or raise the necessary capital. This team serves several key functions, including working closely with industry partners to integrate and customize our proprietary processes and technologies into the partner’s product designs and fabrication processes. In addition, the Company is pursuing commercialization efforts in the emerging IoT market with solar powered sensors. In conjunction with facilitating technology transfer, our engineering team will also work closely with downstream partners and customers such as military users for mobile field applications, system integrators, installers, and architects for BAPV and BIPV applications, and engineering, procurement, and construction (“EPC”) companies and project developers for solar farm applications. This customer interaction allows us to better understand application specific requirements and incorporate these requirements into its product development cycle.

 

 

To support this work, our engineering team leverages the facilities and equipment at the University of Michigan on a recharge basis, which we believe is a cost-effective approach to move the technologies toward commercialization. We believe that this allows our engineering team to work directly with industry partners to acquire early licenses to use our intellectual property without the need for large-scale capital investment in clean room facilities and solar cell fabrication equipment. 

 

We are also pursuing sponsored development funding to generate revenue in the near-term. In connection with our focus on potential government-sponsored research projects, on June 19, 2017, the Company announced that that it is part of a consortium that was awarded a $5.7 million contract from the Army Research Laboratory’s Army Research Office to develop high power, flexible, and lightweight solar modules for portable power applications. The consortium consists of NanoFlex, SolAero, the University of Michigan, and the University of Wisconsin. Pursuant to the foregoing and as part of the consortium, SolAero was awarded a 4-year contract amounting to $5.7 million with the Army Research Lab (ARL) to develop solar power mats.  SolAero has engaged the Company as a subcontractor for $3.3 million over 4 years of which $1.6 million will be provided to the University of Michigan as a subcontractor to the Company. The Company’s contract with SolAero provides for direct reimbursement of the Company’s costs, including indirect overhead. Having an established technical team enables us to more effectively pursue and execute sponsored research projects from the Department of Defense (“DoD”), the Department of Energy (“DOE”), and the National Aeronautics and Space Administration (“NASA”), each of which has interests in businesses that can deliver ultra-lightweight, high-efficiency solar technologies for demanding applications. However, there can be no assurance that the Company can effectively pursue such research projects, nor if it can, that such pursuit will be successful.  

 

Another potential revenue source is from JDAs and license agreements with existing solar cell manufacturers, similar to the JDA with SolAero. Once we are able to initially demonstrate the efficacy of our processes and technologies on partners’ products and fabrication processes, we expect to be in a position where we can sign licenses covering further joint development, IP licensing, solar cell supply, and joint marketing, as applicable. We anticipate that partnerships with one or more of the existing high efficiency solar cell manufacturers can be supported by our engineering team, and result in near-term revenue opportunities, as we have demonstrated with our current joint development partner. 

 

As reported in the Company’s Form 8-K filed with the SEC on February 7, 2017, on February 2, 2017, the Company entered into a License Agreement with SolAero Technologies Corp. (“SolAero”), pursuant to which the Company agreed to grant SolAero a non-exclusive worldwide license to use, sell, offer for sale, import or otherwise dispose of certain products (the “Licensed Products”) using the Company’s patented proprietary manufacturing processes relating to Gallium Arsenide-based photovoltaic cells (the “Licensed Patents”) within the space and near-space fields of use (the “License Field”). SolAero is to pay the Company a royalty based on sales of the Licensed Products within the Licensed Field. The agreement does not provide SolAero with the right to sublicense the Licensed Patents. The term of the agreement runs from February 2, 2017 through the expiration date of the last expiring patent included in the Licensed Technology. However, each party may terminate the agreement upon a material breach by the other party.

 

There can be no assurance that our overall term operating plan will be successful or that we will be able to fulfill it, as it is largely dependent on raising capital and there can be no assurance that capital can be raised.

 

Results of Operations

 

For the three and nine months ended September 30, 2018 and 2017

 

Revenue was $364,768 and $736,676 for the three and nine months ended September 30, 2018, respectively. Revenue was $80,807 and $130,787 for the three and nine months ended September 30, 2017, respectively. The revenue for 2018 and 2017 primarily relates to engineering services provided under the ARL contract. The increases in the 2018 periods as compared to 2017 relates to increased spending on the ARL contract due to the acceleration of the program as requested by ARL. In addition, the ARL contract began in May 2017 and was fully in effect during 2018.

 

We do not believe that inflation or changing prices have had a material effect on our business, financial condition, or results of operations.

 

  

Cost of Services

 

Cost of services was $364,768 and $736,676 for the three and nine months ended September 30, 2018, respectively. Cost of services was $80,807 and $167,089 for the three and nine months ended September 30, 2017, respectively. The increase was due to spending on the ARL contract during the 2018 periods which was not in effect until May 2017. 

 

Research and Development Expenses

 

Research and development expenses were $215,316 for the three months ended September 30, 2018, a 20% increase from $179,021 for the three months ended September 30, 2017. Research and development expenses were $606,838 for the nine months ended September 30, 2018, a 23% increase from $494,692 for the nine months ended September 30, 2017. The increase is attributable to increased costs in building prototypes and developing applications for our commercialization efforts offset by a reduction in expenses associated with our research agreement with the University of Michigan on August 30, 2017. The increase was also due to a recapture of non-cash expenses consisting of warrants issued for services which were previously expensed resulting from fair value calculation. Non-cash expenses were $9,058 for the three months ended September 30, 2018 and non-cash expenses recaptured were $28,009 for the three months ended September 30, 2017.  Non-cash expenses were $32,604 for the nine months ended September 30, 2018 and non-cash expenses recaptured were $89,974 for the nine months ended September 30, 2017. 

 

Patent Application and Prosecution Fees

 

Patent application and prosecution fees consist of the fees due for prosecuting and maintaining the patents resulting from the research program sponsored by the Company and were $389,133 for the three months ended September 30, 2018, a 55% increase from $251,825 for the three months ended September 30, 2017. Patent application and prosecution fees were $1,242,749 for the nine months ended September 30, 2018, a 35% increase from $920,144 for the nine months ended September 30, 2017. The year-over-year increase is attributable to the timing of application and prosecution of patents and the result of increased patent activity by our engineering team in commercializing and developing our technologies.

 

Selling, General and Administrative Expenses

 

Selling, general and administrative expenses were $323,465 for the three months ended September 30, 2018, a 36% decrease from $506,953 for the three months ended September 30, 2017. Selling, general and administrative expenses were $1,301,917 for the nine months ended September 30, 2018, a 16% decrease from $1,553,535 for the nine months ended September 30, 2017. The decrease is primarily attributable to a reduction in non-cash expenses associated with warrants issued to employees during the year. Non-cash expenses were $39,554 and $166,095 for the three months ended September 30, 2018 and 2017, respectively. Non-cash expenses were $232,480 and $445,912 for the nine months ended September 30, 2018 and 2017, respectively. 

 

Legal Settlement Expense

 

During the three and nine months ended September 30, 2017, the Company recorded a legal settlement expense of $633,292 relating to the settlement of the John Kuhns litigation discussed in Note 5. Pursuant to the settlement, all claims against the Company have been dismissed in exchange for issuing Mr. Kuhns 1,750,000 shares of the Company’s Common Stock and a promissory note for $125,000.

 

Other Income (Expense)

 

Other income (expense) for the three months ended September 30, 2018, was ($7,841,170) as compared to ($511,444) for the three months ended September 30, 2017. Other income (expense) for the nine months ended September 30, 2018, was ($12,862,582) as compared to $4,105,123 for the nine months ended September 30, 2017. These changes are primarily due to the gain on change in fair value of derivative liabilities, the timing of entering into interest bearing debt agreements and the timing of the conversion of existing debt and extinguishment of old debt.

  

 

Net Income (Loss)

 

The net income (loss) for the three months ended September 30, 2018 was ($8,769,084), compared to ($2,082,535) for the three months ended September 30, 2017. The net income (loss) for the nine months ended September 30, 2018 was $(16,014,086), compared to $467,158 for the nine months ended September 30, 2017. The change in net income (loss) is impacted by non-cash expenses, including the gain on change in fair value of the derivative liability, loss on extinguishment of debt, and loss on the induced conversion of debt offset by changes in research and development, patent application and prosecution fees, and selling, general and administrative expenses, each of which is described above.

 

Liquidity and Capital Resources

 

Sources of Liquidity

 

As of September 30, 2018, we had cash and cash equivalents of $12,789 and a working capital deficit of $11,377,544, as compared to cash and cash equivalents of $61,459 and a working capital deficit of $9,939,999 as of December 31, 2017. The increase in working capital deficit is attributable to an increase in accrued liabilities and debt during the nine months ended September 30, 2018. 

 

The Company needs to raise additional capital and is in the process of raising additional funds in order to continue to finance our research and development, service existing liabilities and commercialize photonic energy conversion technologies utilizing organic and GaAs semiconductor-based solar cells. In the next 12 months we need to raise approximately $13 million in additional capital in order to continue our operations as described above, support our corporate functions and repay some of our liabilities. We anticipate that the additional funding can result from private sales of our equity securities. However, there can be no assurance that the additional funds will be available to us when needed, or if available, on terms that will be acceptable to us or our shareholders. If we are unable to raise sufficient funds, the Company may have to cease its operations.

 

Analysis of Cash Flows

 

Net cash used in operating activities decreased by $1,159,606 to $2,556,483 for the nine months ended September 30, 2018, compared to $3,716,089 for the nine months ended September 30, 2017. The cash used in operating activities was primarily attributable to the change in net income (loss), the change in fair value of derivative liabilities, the loss on extinguishment of debt and the increase in accrued expenses and accounts payable.

 

Net cash used in investing activities was $68,851 and $11,060 during the nine months ended September 30, 2018 and 2017, respectively. This consisted of purchases of fixed assets.

 

Net cash provided by financing activities was $2,576,664 and $3,734,234 during the nine months ended September 30, 2018 and 2017, respectively. For the nine months ended September 30, 2018, this includes proceeds from sale of common shares and warrants of $723,781, proceeds from exercise of warrants of $938,294, subscription proceeds received for common stock to be issued of $17,500, borrowings on related party debt of $300,000, borrowings on promissory note debt of $275,000, borrowing on convertible debt of $1,572,120, advances received from related party of $8,000, offset by repayments on promissory note debt of $295,000, repayments on convertible debt of $790,838 and advances repaid to related party of $172,193.   For the nine months ended September 30, 2017, this includes proceeds from the sale of common shares and warrants of $407,524, borrowings on related party debt of $800,000, borrowings on promissory note debt of $1,370,000, borrowings on convertible debt of $1,538,500, advances received from related party of $138,500, partially offset by repayments on convertible debt of $315,790 and advances repaid to related party of $204,500. 

 

 

Going Concern

 

The Company has only generated limited revenues to date. The Company has a working capital deficit of $11,377,544 and an accumulated deficit of $232,559,206 as of September 30, 2018. The ability of the Company to continue as a going concern is dependent on raising capital to fund ongoing operations and carry out its business plan and ultimately to attain profitable operations. Accordingly, these factors raise substantial doubt as to the Company’s ability to continue as a going concern. The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts of and classification of liabilities that might be necessary in the event the Company cannot continue in existence. 

 

Off-Balance Sheet Arrangements

 

We do not have any off-balance sheet arrangements.

   

Critical Accounting Policies

 

There were no changes in our critical accounting policies during the nine months ended September 30, 2018 from those set forth in “Critical Accounting Policies” in our Annual Report on Form 10-K for the year ended December 31, 2017 filed with the SEC on March 27, 2018. 

 

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

   

ITEM 4. CONTROLS AND PROCEDURES

 

Disclosure Controls and Procedures

 

Pursuant to Rule 13a-15(b) under the Exchange Act, the Company carried out an evaluation, with the participation of the Company’s management, including the Company’s Chief Executive Officer and Chief Financial Officer, of the effectiveness of the Company’s disclosure controls and procedures (as defined under Rule 13a-15(e) under the Exchange Act) as of the end of the period covered by this Report. Based upon that evaluation, the Company’s management concluded that the Company’s disclosure controls and procedures were not effective to ensure that information required to be disclosed by the Company in the reports that the Company files or submits under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to the Company’s management to allow timely decisions regarding required disclosure.

 

Changes in internal controls over financial reporting

 

There have been no significant changes in our internal controls or in other factors that could significantly affect those controls subsequent to the period covered by this report. 

    

 

PART II - OTHER INFORMATION

 

ITEM 1. LEGAL PROCEEDINGS

 

From time to time, we may become involved in various lawsuits and legal proceedings which arise in the ordinary course of business. Litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business.

 

As reported in the Company’s prior filings, and specifically as described in the Company’s quarterly report for the quarter ended June 30, 2017, which was filed with the SEC on August 9, 2017, the Company was a party to a lawsuit in the United States District Court Southern District of New York, which was brought by John D. Kuhns. The parties have settled the matter. Pursuant to the settlement, all claims against the Company have been dismissed in exchange for issuing Mr. Kuhns 1,750,000 shares of the Company’s Common Stock and a promissory note for $125,000. This resulted in a loss on settlement of $633,292 recognized during 2017. The note was accruing interest at 12% per annum and was due on May 31, 2018. The common stock was issued on February 23, 2018. The $125,000 note and accrued interest of $11,139 was paid off on June 20, 2018.

  

ITEM 1A. RISK FACTORS

 

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

 

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

 

Issuance of Promissory Notes and Warrants

 

During the nine months ended September 30, 2018, the Company borrowed an aggregate of $1,414,620, net of original issue discounts and fees of $178,130 under short-term convertible notes payable. The outstanding convertible notes of the Company are unsecured, bear interest between 0% and 12% per annum and mature between October 2018 and August 2019. These notes are convertible at fixed rates ranging from $0.25 - $0.50 per share for the first 180 days. After 180 days or upon default, the conversion rates become variable with prices ranging from 58% - 61% of the lowest sale price of the common stock during the 20 to 25 consecutive trading days prior to the date of conversion.

 

During the nine months ended September 30, 2018, the Company borrowed $157,500, net of original issue discounts and fees of $17,500, under long-term convertible notes payable. The outstanding convertible notes are unsecured, have interest rates ranging from 8% to 12% and mature between June 2021 and April 2023. One of the notes is convertible at $0.25 per share for the first 180 days following its issuance, and thereafter at a conversion price equal to 60% of the lowest sale price of the common stock during the 20 consecutive trading days prior to the date of conversion. Two of the notes are convertible at $0.60 per share.

 

During the nine months ended September 30, 2018, the Company borrowed an aggregate of $275,000 under non-convertible notes payable. These notes payable of the Company are unsecured, bear interest between 0% and 12% per annum and mature between January 2019 and June 2019.

 

During the nine months ended September 30, 2018, the Company entered into letter agreements with nine non-convertible noteholders, pursuant to which an aggregate of 16,660,000 warrants and 1,950,000 shares of the Company’s common stock were issued in exchange for extending the maturity dates of these notes. The warrants have a 10-year term and exercise prices ranging from $0.25 to $0.50 per share. The modification of these non-convertible notes resulted in loss on extinguishment of debt of $4,390,387, accrued interest added to principal of $79,000, and an additional $30,000 added to principal, which was included in loss on extinguishment of debt and an interest payment of $17,500.

 

During the nine months ended September 30, 2018, the Company entered into letter agreements with two convertible noteholders, pursuant to which an aggregate of 4,250,000 warrants and 450,000 shares of the Company’s common stock were issued in exchange for extending the maturity dates of these notes. The warrants have a 10-year term and exercise prices ranging from $0.25 to $0.50 per share.

 

The above issuances of the Company’s securities were not registered under the Securities Act of 1933, as amended (the “1933 Act”), and the Company relied on an exemption from registration pursuant to Section 4(2) of the 1933 Act, for such issuances.

 

Issuance of Common Stock and Warrants

  

During the nine months ended September 30, 2018, the Company entered into various letter agreements with investors to modify existing debt agreements on both convertible and non-convertible debt. These modifications resulted in the issuance of an aggregate of 2,650,000 common shares with an aggregate fair value of $572,425. 

 

 

During the nine months ended September 30, 2018, the Company issued an aggregate of 10,996,000 shares of its common stock related to the conversion of $1,076,000 of principal and $23,600 accrued interest expense on convertible notes.

 

During the nine months ended September 30, 2018, the Company issued 7,237,810 shares of the Company’s common stock at $0.10 per share in exchange for proceeds of $723,781.

 

During the nine months ended September 30, 2018, the Company issued an aggregate of 9,382,942 shares of its common stock related to the exercise of 9,382,942 warrants in exchange for cash proceeds of $938,294. A total of 28,227,853 warrants were exercised cashlessly resulting in the issuance of 22,035,606 common shares. Additionally, an aggregate of 19,992,079 warrants were modified to reduce the exercise price to $0.10 per share by a ratchet adjustment or debt modification resulting in the issuance of 6,900,000 additional warrants.

  

During the nine months ended September 30, 2018, the Company issued 350,000 warrants for the Company’s common shares with a strike price of $0.50 per share, with promissory notes of $100,000. The relative fair value of the warrants of $46,256 was recognized as a debt discount which is being amortized on a straight-line basis over the term of the notes. The Company recognized interest expense of $46,256 associated with the amortization of debt discount on the notes and warrants issued during the current year for the nine months ended September 30, 2018. 

 

During the nine months ended September 30, 2018, the Company issued an aggregate of 2,228,333 warrants with eleven convertible notes totaling $1,238,000. The relative fair value of the warrants was determined to be $425,127, which was recognized as a discount to the debt. These notes also gave rise to a beneficial conversion feature of $126,266, which is recognized as additional paid in capital and a corresponding debt discount. All debt discounts are being recognized on a straight-line basis over the term of the notes. Amortization expense was $307,224 for the nine months ended September 30, 2018, respectively.

 

During the nine months ended September 30, 2018, the Company issued an aggregate of 21,068,333 warrants to purchase the Company’s common stock in conjunction with debt modification agreements. The warrants have a 10-year term and exercise prices ranging from $0.10 to $1.00 per share. The fair value of the warrants was determined to be $4,904,446 using the Black-Scholes option pricing model which was recognized as loss on extinguishment of debt, along with the common stock issued for debt modification (as disclosed in the common stock section) and thus recorded a total loss on debt extinguishment of $5,366,789 during the nine months ended September 30, 2018.

 

During the nine months ended September 30, 2018, the Company issued a total of 5,000,000 warrants to purchase the Company’s common stock in relation to the conversion of debt. These warrants have a strike price of $0.10 per share and a five-year term.

 

During the nine months ended September 30, 2018, the Company cancelled 500,000 warrants due to a debt modification with a major shareholder. The Company recorded a loss on extinguishment of $459,050 

 

During the nine months ended September 30, 2018, the Company cancelled 83,333 warrants due to debt modifications with two investors. The Company recorded a total loss on extinguishment of $125,682.

 

During the nine months ended September 30, 2018, the Company modified an aggregate of 19,992,079 warrants to reduce their exercise price from $0.50 to $0.10 per share.  All other terms and conditions remained the same.  The Company determined that this transaction did not constitute a modification under ASC 718-10 or ASC 505-50 as it met the scope exceptions for a transaction with an investor or lender.  Accordingly, no expense was recognized in connection with these transactions. 

 

During the nine months ended September 30, 2018, an aggregate of 9,382,942 warrants were exercised at $0.10 per share in exchange for cash proceeds of $938,294, resulting in the issuance of 9,382,942 common shares. Additionally, an aggregate of 19,992,079 warrants were modified to reduce the exercise price to $0.10 per share by a debt modification resulting in the issuance of 6,900,000 additional warrants. A total of 28,227,853 warrants were exercised cashlessly resulting in the issuance of 22,035,605 common shares.

 

 

On June 1, 2018, the Company began issuing shares of common stock at $0.10 per share. As of June 1, 2018, the Company had 9,430,333 warrants with price reset provisions. This resulted in the issuance of an additional 23,979,997 warrants due to price reset. The Company also reported a loss on the fair value of $5,706,261 which is shown on the income statement as part of net income (loss) attributable to shareholders. 

 

The above issuances of the Company’s securities were not registered under 1933 Act, and the Company relied on an exemption from registration provided by Rule 506(b) of Regulation D promulgated under the 1933 Act for such issuances. 

 

The above issuances of the Company’s securities were not registered under the 1933 Act, and the Company relied on an exemption from registration pursuant to Section 4(2) of the 1933 Act for such issuances.

 

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

 

Not applicable.

 

ITEM 4. MINE SAFETY DISCLOSURES

 

Not applicable. 

 

ITEM 5. OTHER INFORMATION 

  

 

ITEM 6. EXHIBITS

 

Exhibit No.		Description		Incorporation by Reference
				Form		Exhibit		Filing Date
10.51		Securities Purchase Agreement with Auctus Fund, LLC dated May 2, 2018		8-K		10.1		05/10/2018
10.52		Auctus Fund, LLC Common Stock Purchase Warrant		8-K		4.2		05/10/2018
10.53		Auctus Fund, LLC Convertible Promissory Note dated May 2, 2018		8-K		4.1		05/10/2018
10.54		Form of JSJ Investments, Inc. Convertible Promissory Note dated May 16, 2018		8-K		4.1		05/25/2018
10.55		Form of Securities Purchase Agreement with One44 Capital, LLC dated May 22, 2018		8-K		10.1		05/25/2018
10.56		Form of Convertible Promissory Note with One44 Capital, LLC dated May 22, 2018		8-K		4.2		05/25/2018
10.57		Form of Securities Purchase Agreement with Adar Bays, LLC dated May 29, 2018		8-K		10.1		06/05/2018
10.58		Form of Convertible Redeemable Note with Adar Bays, LLC dated May 29, 2018		8-K		4.1		06/05/2018
10.59		Form of Securities Purchase Agreement with Power Up Lending Group, Ltd. Dated June 5, 2018		8-K		10.1		06/11/2018
10.60		Form of Convertible Promissory Note with Power Up Lending Group, Ltd. Dated June 5, 2018		8-K		4.1		06/11/2018
10.61		Amendment No. 1 to Convertible Promissory Note issued to Morningview Financial, LLC dated as of June 6, 2018		8-K		4.2		06/11/2018
10.62		Form of Securities Purchase Agreement with GS Capital Partners, LLC dated June 11, 2018		8-K		10.1		06/26/2018
10.63		Form of Securities Purchase Agreement with LG Capital Funding, LLC dated June 13, 2018		8-K		10.2		06/26/2018
10.64		Form of Securities Purchase Agreement with Peak One Opportunity Fund, L.P. dated June 13, 2018		8-K		10.3		06/26/2018

 

 

10.65		12% Convertible Redeemable Note with GS Capital Partners, LLC dated June 11, 2018		8-K		4.1		06/26/2018
10.66		12% Convertible Redeemable Note (Back-End Note) with GS Capital Partners, LLC dated June 11, 2018		8-K		4.2		06/26/2018
10.67		GS Capital Partners, LLC Collateralized Secured Promissory Note, dated as of June 11, 2018.		8-K		4.3		06/26/2018
10.68		12% Convertible Redeemable Note with LG Capital Funding, LLC dated June 13, 2018		8-K		4.4		06/26/2018
10.69		12% Convertible Redeemable Note (Back-End Note) with LG Capital Funding, LLC dated June 13, 2018		8-K		4.5		06/26/2018
10.70		LG Capital Funding, LLC Collateralized Secured Promissory Note, dated as of June 13, 2018		8-K		4.6		06/26/2018
10.71		Convertible Debenture Due June 19, 2021, dated as of June 19, 2018 with Peak One Opportunity Fund, L.P.		8-K		4.7		06/26/2018
10.72		Common Stock Purchase Warrant issued to Peak One Opportunity Fund, L.P., dated as of June 13, 2018.		8-K		4.8		06/26/2018
10.73		Form of Securities Purchase Agreement with Power Up Lending Group, Ltd. dated as of June 26, 2018		8-K		10.1		07/03/2018
10.74		Form of Convertible Promissory Note with Power Up Lending Group, L.P., dated as of June 26, 2018.		8-K		4.1		07/03/2018
10.75		Form of Convertible Promissory Note with EMA Financial, LLC dated as of July 23, 2018		8-K		4.1		08/10/2018
10.76		Form of Securities Purchase Agreement with EMA Financial, LLC dated as of July 23, 2018		8-K		10.1		08/10/2018
10.77		Form of Convertible Promissory Note with Power Up Lending Group, L.P., dated as of August 14, 2018		8-K		4.1		08/23/2018
10.78		Form of Securities Purchase Agreement with Power Up Lending Group, L.P. dated as of August 14, 2018		8-K		10.1		08/23/2018
10.79		Convertible Redeemable Note with One 44 Capital, LLC dated as of August 28, 2018		8-K		4.1		09/17/2018
10.80		Form of Securities Purchase Agreement with One 44 Capital, LLC dated as of August 14, 2018		8-K		10.1		09/17/2018
31.1		Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
31.2		Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
32.1		Certification of Principal Executive Officers and Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*
101.INS		XBRL Instance Document.
101.SCH		XBRL Taxonomy Extension Schema Document.
101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF		XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB		XBRL Taxonomy Extension Label Linkbase Document.
101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document.

 

* filed herewith

    

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

	NANOFLEX POWER CORPORATION
Date: November 9, 2018	By:	/s/ Dean L. Ledger
		Dean L. Ledger
		Chief Executive Officer (principal executive officer)
Date: November 9, 2018	By:	/s/ Ronald V. DaVella
		Ronald V. DaVella
		Chief Financial Officer (principal financial and accounting officer)